SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report: September 2, 2004
Synergy Brands, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-19409 22-2993066
(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
1175 Walt Whitman Road, Melville, New York 11747
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (631) 424-5500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the FOrm 8-K Filing is intended to
simultaneously satisfy the filing obligaitons of the registrant under any of the
following provisions.
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective September 1, 2004 Mitchell Gerstein resigned as a director on the
Board of Directors of Synergy Brands Inc. Mr. Gerstein's resignation was not
because of any disagreement with the registrant on any matter relating to the
registrant's operations, policies or practices. In light of the recent
resignation of Michael Ferrone from the registrant's Board of Directors, to
maintain the majority independent status imposed upon the Board it was suggested
that Mr. Gerstein resign and at his choosing did so to again reinstate such
majority independent status. In light of Mr. Gerstein's resignation and the
recent resignation also of Michael Ferrone from the registrant's Board of
Directors, the registrant has implemented a reduction in the composition of the
registrant's Board of Directors to seven (7) seats rather than seek replacements
for Mr. Ferrone and Mr. Gerstein. The registrant's Audit Committee has had two
vacancies which have now been filled by Messers Frank Bellis Jr. and Joel
Sebastian both of whom the registrant believes meet the independence standards
established by the SEC and NASDAQ. Mr. Gerstein does not serve on any Board
Committee but is the registrant's CFO and Corporate Secretary.
There are no exhibits
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Synergy Brands, Inc.
By: /s/ Mair Faibish
----------------
Mair Faibish
Chairman of the Board
By: /s/ Mitchell Gerstein
---------------------
Mitchell Gerstein
Chief Financial Officer
Dated: September 2, 2004